Press Release: Payoneer Reports Second Quarter 2026 Financial Results

Dow Jones08-06 19:30

10% increase in revenue excluding interest

15% volume growth led by B2B acceleration, up 48% year-over-year

Payoneer announced an agreement to be acquired by Nuvei on June 15, 2026

NEW YORK, Aug. 6, 2026 /PRNewswire/ -- Payoneer Global Inc. ("Payoneer" or the "Company") (NASDAQ: PAYO), the global financial technology company powering business growth across borders, today reported financial results for its second quarter ended June 30, 2026.

Second Quarter 2026 Financial Highlights

 
($ in mm unless 
otherwise           2Q                                         YoY 
noted)             2025   3Q 2025  4Q 2025  1Q 2026  2Q 2026  Change 
                  ------  -------  -------  -------  -------  ------ 
 Revenue ex. 
  interest 
  income          $202.3   $211.4   $218.9   $210.1   $222.2    10 % 
 Interest income    58.3     59.5     55.8     51.5     52.1  (11) % 
                  ------  -------  -------  -------  ------- 
Revenue           $260.6   $270.9   $274.7   $261.6   $274.3     5 % 
Transaction 
 costs as a % of                                               (190) 
 revenue          15.6 %   15.7 %   15.6 %   13.5 %   13.7 %     bps 
Net income         $19.5    $14.1    $19.0    $19.6   ($2.4)     N/A 
Adjusted EBITDA     66.4     71.3     68.5     69.4     71.4     7 % 
Adjusted EBITDA 
 ex. interest 
 income              8.1     11.7     12.8     17.9     19.3   138 % 
 
Operational 
Metrics 
Volume ($bn)       $20.7    $22.3    $24.8    $22.8    $23.7    15 % 
Average Revenue 
 Per User 
 (ARPU)(1)         $ 452    $ 471    $ 488    $ 513     $533    18 % 
Revenue as a %    126     121 bps  111 bps  115 bps  116 bps    (10) 
 of volume        bps                                            bps 
 ("Take Rate") 
SMB customer      120     121 bps  113 bps  120 bps  118 bps     (2) 
 take rate(2)     bps                                            bps 
 
 
 
  1.  Please refer to "Additional Information and Definitions" for a 
      description of ARPU. 
  2.  SMB customer take rate represents revenue from SMBs who sell on 
      marketplaces, B2B SMBs, and Checkout (previously known as Merchant 
      Services), divided by the associated volume from each respective 
      channel. 
 

"Payoneer's Q2 results reflect the strength of our business and execution of our team: double-digit revenue growth excluding interest, continued ARPU expansion, and a further acceleration of B2B volume growth to 48%. We've built highly differentiated assets over decades, including specialized infrastructure for cross border commerce, network effects that strengthen as we scale, and deep relationships with millions of global businesses who trust us to power their growth.

In June, we announced an agreement to be acquired by Nuvei. The transaction validates the strength of the business our team has built and by combining our complementary platforms, we will create a financial infrastructure leader that powers global commerce at scale."

John Caplan, Chief Executive Officer

Second Quarter 2026 Business Highlights (unless otherwise noted)

   -- Revenue excluding interest income grew 10% year-over-year, driven by 15% 
      volume growth led by a further acceleration in B2B volume growth. 
 
   -- Volume of $23.7 billion increased 15% year-over-year, reflecting: 
 
          -- SMBs that sell on marketplaces volume of $12.4 billion up 2% 
             year-over-year. 
 
          -- B2B volume of $4.3 billion, up 48% year-over-year driven by strong 
             growth across all major regions and continued momentum acquiring 
             larger customers, particularly in China and EMEA. 
 
          -- Checkout volume of $332 million, up 52% year-over-year. 
 
          -- Enterprise payouts volume of $6.6 billion, up 22% year-over-year. 
 
   -- SMB customer revenue of $201 million grew 10% year-over-year, reflecting: 
 
          -- SMBs that sell on marketplaces revenue of $119 million, up 2% 
             year-over-year. 
 
          -- B2B SMBs revenue of $69 million, up 18% year-over-year. 
 
          -- Checkout revenue of $13 million, up 51% year-over-year. 
 
   -- 18% growth in ARPU, and 22% growth in ARPU excluding interest income, the 
      eighth consecutive quarter of 20%+ growth in ARPU excluding interest 
      income. 
 
   -- $7.7 billion of customer funds (including both short-term and long-term 
      funds) as of June 30, 2026. Customer funds growth of 10% year-over-year 
      partially offsetting the impact of lower interest rates on year-over-year 
      interest income. 
 
   -- $16 million of share repurchases in Q2 2026 at a weighted average price 
      of $4.91 per share.  During Q2, Payoneer suspended repurchases under its 
      share repurchase program in connection with the proposed transaction with 
      Nuvei and does not intend to resume repurchases going forward while the 
      transaction is still pending. 
 
   -- On July 28, 2026, early termination of the waiting period under the 
      Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) was granted for 
      the proposed transaction with Nuvei. 

Proposed Transaction with Nuvei

As previously announced on June 15, 2026, Payoneer has entered into a definitive agreement under which Neon Maple Parent Inc., a corporation incorporated pursuant to the laws of Canada ("Nuvei") will acquire Payoneer. Under the terms of the agreement, Nuvei will acquire all of the issued and outstanding shares of common stock of Payoneer Global Inc. for $7.40 per share in cash, representing a total transaction equity value of approximately $2.75 billion. The transaction is expected to close in mid-2027, subject to approval by Payoneer's shareholders, receipt of required regulatory approvals, and other customary closing conditions.

Upon completion of the transaction, Payoneer's shares will no longer trade on the NASDAQ, and Payoneer will become a private company.

For more information about the proposed transaction with Nuvei, see the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission ("SEC") on June 15, 2026.

Upcoming Investor Communications and Financial Outlook

In light of the potential take-private transaction with Nuvei, Payoneer is suspending earnings conference calls, as well as our practice of providing financial guidance, thereby withdrawing our financial outlook for the year ending December 31, 2026, as well as our medium and long-term targets.

For further detail and discussion of Payoneer's financial performance please refer to Payoneer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, which will be filed later today with the SEC. The Company plans to continue providing quarterly earnings releases and will continue to file reports with the SEC until the transaction has been completed.

About Payoneer

Payoneer is the financial platform for cross-border business and global payments. Payoneer empowers millions of businesses with the financial tools and services they need to grow and transact globally with confidence. Payoneer makes it easier for businesses, particularly in emerging markets, to connect to the global economy, pay and get paid across borders, manage their funds across multiple currencies, and grow their businesses.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Except for historical information contained in this press release, the matters discussed herein contain forward-looking statements that involve risks and uncertainties. Such statements are provided under the "safe harbor" protection of the Act. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "shall," "should," "expects," "plans," "positioning," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements include, but are not limited to, statements about transition and the impact of recent changes to our executive management team; statements regarding the expectations of demand for our products and cash flow generation; statements about improvements to and expansion of our products and platform, and launching new products; statements about future operating results, including revenue, volume, growth opportunities, variability of expenses, ability to realize efficiencies, future spending and incremental investments, business trends, our ability to deliver profits, and growth and value for shareholders; and assumptions regarding foreign exchange rates.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements regarding the transactions (the "Transaction") contemplated by the Agreement and Plan of Merger, dated as of June 12, 2026, by and among the Company, Nuvei and Panda Acquisition Sub Inc. (the "Merger Agreement"), including the expected time period to consummate the Transaction. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the Company, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the possibility that the Company's stockholders may not approve the

Transaction; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of the Company's common stock; the risk that the Transaction and its announcement could have an adverse effect on the parties' business relationships and business generally, including the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, stockholder, partner, regulatory and other stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk of potential litigation relating to the Transaction that could be instituted against the Company or its directors and/or officers; the risk associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Transaction which are not waived or otherwise satisfactorily resolved; the risk of various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, cybersecurity attacks, wars, security threats and governmental response to them, and technological changes; the risks of labor disputes, changes in labor costs and labor difficulties; and the risks resulting from other effects of industry, market, economic, legal or legislative, political or regulatory conditions outside of the Company's control. All such factors are difficult to predict and are beyond our control, including those detailed in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2025 (and which is available at: https://www.sec.gov/Archives/edgar/data/1845815/000110465926020487/payo-20251231x10k.htm), quarterly reports on Form 10-Q and other documents subsequently filed by the Company with the Securities and Exchange Commission ("SEC") (and that are available at https://www.sec.gov/edgar/search/#/ciks=0001845815&entityName=Payoneer%2520Global%2520Inc.%2520(PAYO)%2520(CIK%25200001845815).

The Company's forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. The Company does not assume an obligation to update any forward-looking statements, except as required by applicable law. These forward-looking statements speak only as of the date hereof.

Additional Information and Where to Find It

In connection with the Transaction, on July 31, 2026, the Company filed with the SEC a preliminary proxy statement on Schedule 14A. The definitive proxy statement, once filed, will be sent to the stockholders of the Company seeking their approval of the Transaction and other related matters.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT ON SCHEDULE 14A, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING THE COMPANY, THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents, including the proxy statement, and other documents filed with the SEC by the Company through the website maintained by the SEC at https://www.sec.gov/edgar/browse/?CIK=1845815&owner=exclude.

Copies of documents filed with the SEC by the Company are available free of charge by accessing the Company's website at https://investor.payoneer.com/financials/sec-filings.

Participants in the Solicitation

The Company, Nuvei and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of the Company and other persons who may be deemed to be participants in the solicitation of stockholders of the Company in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, are included in the preliminary proxy statement related to the Transaction, which was filed with the SEC. Information about the directors and executive officers of the Company and their ownership of the Company common stock is also set forth in the Company's definitive proxy statement in connection with its 2026 Annual Meeting of Stockholders, as filed with the SEC on April 27, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001845815/000110465926049462/tm261500-1_def14a.htm) and in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001845815/000110465926020487/payo-20251231x10k.htm). Information about the directors and executive officers of the Company, their ownership of the Company common stock, and the Company's transactions with related persons is set forth in the sections entitled "Directors, Executive Officers and Corporate Governance," "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," and "Certain Relationships and Related Transactions, and Director Independence" included in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001845815/000110465926020487/payo-20251231x10k.htm), and in the sections entitled "Information Regarding the Board of Directors and Corporate Governance," "Security Ownership of Certain Beneficial Owners and Management," "Certain Relationships and Related Party Transactions," and "Independence of the Board of Directors" included in the Company's definitive proxy statement in connection with its 2026 Annual Meeting of Stockholders, as filed with the SEC on April 27, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001845815/000110465926049462/tm261500-1_def14a.htm). Additional information regarding the interests of such participants in the solicitation of proxies in respect of the Transaction is included in the preliminary proxy statement, which was filed with the SEC, and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the SEC's website at www.sec.gov.

No Offer or Solicitation

This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Financial Information; Non-GAAP Financial Measures

Some of the financial information and data contained in this press release, such as adjusted EBITDA, have not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). Payoneer uses certain non-GAAP measures to compare Payoneer's performance to that of prior periods for budgeting and planning purposes. Payoneer believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Payoneer's results of operations. Payoneer's method of determining these non-GAAP measures may be different from other companies' methods and, therefore, may not be comparable to those used by other companies and Payoneer does not recommend the sole use of these non-GAAP measures to assess its financial performance. Payoneer management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Payoneer's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review Payoneer's financial statements, which are included in Payoneer's Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent Quarterly Reports on Form 10-Q, and not rely on any single financial measure to evaluate Payoneer's business.

Non-GAAP measures include the following items:

Adjusted EBITDA: We provide adjusted EBITDA, a non-GAAP financial measure that represents our net income (loss) adjusted to exclude, as applicable: M&A related expense (income), stock-based compensation expenses, restructuring charges, loss (gain) from change in fair value of warrants and warrant repurchase/redemption, other financial expense (income), net, income taxes, and depreciation and amortization.

Adjusted EBITDA ex. Interest: represents Adjusted EBITDA excluding interest income.

Other companies may calculate the above measure differently, and therefore Payoneer's measures may not be directly comparable to similarly titled measures of other companies.

Additional Information and Definitions

In this earnings release, we reference volume, which is an operational metric. Volume refers to the total dollar value of transactions successfully completed or enabled by our platform, not including orchestration transactions. For a customer that both receives and later sends payments, we count the volume only once. Note: orchestration transactions ceased in 2024 and were related to our 2020 acquisition of optile GmbH.

We also reference ARPU (Average Revenue Per User), which is defined as the Revenue from Active Customers divided by the number of Active Customers over the period in which the Revenue was earned. Active Customers for these purposes are defined as Payoneer accountholders with at least 1 financial transaction over the period. Revenue from Active Customers represents revenue attributed to Active Customers based on their use of the Payoneer platform, including interest income earned from their balances, and excluding revenues unrelated to their activities.

Investor Contact:

Michelle Wang

investor@payoneer.com

Media Contact:

Angela Sullivan

PR@payoneer.com

 
                              TABLE - 1 
                         PAYONEER GLOBAL INC. 
      CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) 
     (U.S. dollars in thousands, except share and per share data) 
 
                                                   (Unaudited) 
                                                Three months ended 
                                                     June 30, 
                                            -------------------------- 
                                                2026          2025 
                                            ------------  ------------ 
 
Revenues                                    $    274,258  $    260,614 
 
Transaction costs                                 37,682        40,566 
Other operating expenses                          41,260        42,703 
Research and development expenses                 46,968        37,387 
Sales and marketing expenses                      61,770        57,312 
General and administrative expenses               48,421        37,016 
Depreciation and amortization                     21,224        15,553 
                                             -----------   ----------- 
 Total operating expenses                        257,325       230,537 
 
Operating income                                  16,933        30,077 
 
Financial expense: 
Other financial expense, net                      10,622           227 
                                             -----------   ----------- 
Financial expense, net                            10,622           227 
 
Income before income taxes                         6,311        29,850 
 
Income taxes                                       8,747        10,370 
 
Net income (loss)                           $    (2,436)  $     19,480 
                                             ===========   =========== 
 
Other comprehensive income (loss) 
Unrealized gain (loss) on 
 available-for-sale debt securities, net         (8,104)         2,565 
Tax benefit (expense) on unrealized gain 
 (loss) on available-for-sale debt 
 securities, net                                   1,773         (569) 
Unrealized gain on cash flow hedges, net             927         5,932 
Tax expense on unrealized gain on cash 
 flow hedges, net                                  (177)       (1,135) 
Unrealized gain (loss) on interest rate 
 floor, net                                      (8,231)         2,117 
Tax benefit (expense) on unrealized gain 
 (loss)on interest rate floor, net                 1,800         (469) 
Foreign currency translation adjustments           (166)            66 
                                             -----------   ----------- 
Other comprehensive income (loss)               (12,178)         8,507 
 
Comprehensive income (loss)                 $   (14,614)  $     27,987 
                                             ===========   =========== 
 
Per Share Data 
 Net income per share attributable to 
  common stockholders -- Basic earnings 
  per share                                 $     (0.01)  $       0.05 
                                             ===========   =========== 
 -- Diluted earnings per share              $     (0.01)  $       0.05 
                                             ===========   =========== 
 
 Weighted average common shares 
  outstanding -- Basic                       337,465,576   368,770,598 
                                             ===========   =========== 
 Weighted average common shares 
  outstanding -- Diluted                     337,465,576   380,632,789 
                                             ===========   =========== 
 

Disaggregation of revenue

The following table presents revenue recognized from contracts with customers as well as revenue from other sources:

 
                                              (Unaudited) 
                                           Three months ended 
                                                June 30, 
                                         ---------------------- 
                                             2026        2025 
                                         ------------  -------- 
Revenue recognized at a point in time     $   218,313  $199,560 
Revenue recognized over time                    2,018       936 
                                             --------   ------- 
Revenue from contracts with customers     $   220,331  $200,496 
Interest income on customer balances      $    52,105  $ 58,334 
Capital advance income                          1,822     1,784 
                                             --------   ------- 
Revenue from other sources                $    53,927  $ 60,118 
                                             --------   ------- 
Total revenues                            $   274,258  $260,614 
                                             ========   ======= 
 

The following table presents the Company's revenue disaggregated by primary regional market, with revenues being attributed to the country (in the region) in which the billing address of the transacting customer is located, with the exception of global bank transfer revenues, where revenues are disaggregated based on the billing address of the transaction funds source.

 
                                           (Unaudited) 
                                        Three months ended 
                                             June 30, 
                                      ---------------------- 
                                          2026        2025 
                                      ------------  -------- 
Primary regional markets 
Greater China(1)                       $    93,243  $ 85,913 
Europe, Middle East, and Africa(2)          68,250    67,396 
Asia-Pacific(2)                             60,775    53,762 
Latin America(2)                            25,772    28,883 
North America(3)                            26,218    24,660 
                                          --------   ------- 
Total revenues                         $   274,258  $260,614 
                                          ========   ======= 
 
 
 
1.  Greater China is inclusive of mainland China, Hong Kong, Macao and 
    Taiwan. 
2.  No single country included in any of these regions generated more than 
    10% of total revenue. 
3.  The United States is the Company's country of domicile. Of North America 
    revenues, the U.S. represents $25,275 and $23,477 during the three 
    months ended June 30, 2026 and 2025. 
 
 
                              TABLE - 2 
                         PAYONEER GLOBAL INC. 
     RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (UNAUDITED) 
                     (U.S. dollars in thousands) 
 
                                                 Three months ended 
                                                      June 30, 
                                               ---------------------- 
                                                   2026        2025 
                                               ------------  -------- 
Net income (loss)                               $   (2,436)  $ 19,480 
Depreciation and amortization                        21,224    15,553 
Income taxes                                          8,747    10,370 
Other financial expense, net                         10,622       227 
                                                   --------   ------- 
EBITDA                                               38,157    45,630 
Stock based compensation expenses(1)                 19,475    20,059 
M&A related expenses(2)                              13,469       736 
Restructuring charges(3)                                257        -- 
Adjusted EBITDA                                 $    71,358  $ 66,425 
                                                   ========   ======= 
 
 
                             Three months ended, 
                  June     Sept.    Dec.     Mar. 
                   30,      30,      31,      31,    June 30, 
                  2025     2025     2025     2026      2026 
                 -------  -------  -------  -------  -------- 
Net income 
 (loss)          $19,480  $14,123  $19,012  $19,568  $(2,436) 
Depreciation 
 and 
 amortization     15,553   16,140   19,542   18,916    21,224 
Income taxes      10,370   16,388    8,446    9,641     8,747 
Other financial 
 expense, net        227    5,836    1,466      812    10,622 
                  ------   ------   ------   ------   ------- 
EBITDA            45,630   52,487   48,466   48,937    38,157 
Stock based 
 compensation 
 expenses(1)      20,059   17,799   16,491   18,524    19,475 
M&A related 
 expenses(2)         736      981    1,339      478    13,469 
Restructuring 
 charges(3)           --       --    2,243    1,509       257 
Adjusted EBITDA  $66,425  $71,267  $68,539  $69,448  $ 71,358 
                  ======   ======   ======   ======   ======= 
 
 
 
(1)  Represents non-cash charges associated with stock-based compensation 
     expense, which has been, and will continue to be for the foreseeable 
     future, a significant recurring expense in our business and an important 
     part of our compensation strategy. 
(2)  These expenses relate to: 
     (i) M&A related third-party costs, including bankers fees, legal, 
     regulatory, consulting and other expenditures. These costs include 
     expenses related to the Proposed Acquisition by Nuvei. For the three 
     months ended June 30, 2026, M&A third-party costs were $10.8 million 
     (ii) M&A-related expenses include certain acquisition-related costs and 
     non-recurring adjustments associated with acquired businesses. For the 
     three months ended June 30, 2026, these expenses included approximately 
     $0.1 million related to a non-recurring fair value adjustment and 
     compensation expense associated with the Boundless deferred payment and 
     earn-out arrangement. 
     (iii) Non-recurring acquisition-related compensation to employees and 
     contractors. For the three months ended June 30, 2026, these expenses 
     were $2.5 million. 
(3)  Represents non-recurring costs related to severance and other employee 
     termination benefits. 
 
 
                               TABLE - 3 
                          PAYONEER GLOBAL INC. 
                           EARNINGS PER SHARE 
      (U.S. dollars in thousands, except share and per share data) 
 
                                                   (Unaudited) 
                                           Three months ended June 30, 
                                         ------------------------------- 
                                               2026            2025 
                                         ----------------  ------------- 
Numerator: 
Net income (loss)                         $       (2,436)  $      19,480 
Denominator: 
Weighted average common shares 
outstanding -- 
Basic                                         337,465,576    368,770,598 
 Add: 
 Dilutive impact of RSUs, ESPP and 
  options to purchase common stock                     --     11,066,906 
 Dilutive impact of private Warrants                   --        795,285 
Weighted average common shares -- 
 diluted                                      337,465,576    380,632,789 
                                             ============   ============ 
Net income (loss) per share 
 attributable to common stockholders -- 
 Basic earnings per share                 $        (0.01)  $        0.05 
                                             ------------   ------------ 
Diluted earnings per share                $        (0.01)  $        0.05 
                                             ============   ============ 
 
 
                               TABLE - 4 
                          PAYONEER GLOBAL INC. 
                 CONSOLIDATED BALANCE SHEETS (UNAUDITED) 
      (U.S. dollars in thousands, except share and per share data) 
 
                                               June 30,    December 31, 
                                                 2026          2025 
                                              ----------  -------------- 
Assets: 
Current assets: 
 Cash and cash equivalents                    $  346,320   $     415,537 
 Restricted cash                                   4,717           6,090 
 Customer funds                                7,472,749       7,544,541 
 Accounts receivable (net of allowance of 
  $1,032 and $501 at June 30, 2026 and 
  December 31, 2025, respectively)                13,258          10,412 
 Capital advance receivables (net of 
  allowance of $3,477 and $3,953 at June 30, 
  2026 and December 31, 2025, respectively)       36,881          43,665 
 Other current assets                             86,539          90,671 
                                               ---------      ---------- 
 Total current assets                          7,960,464       8,110,916 
Non-current assets: 
 Property, equipment and software, net            46,624          32,437 
 Goodwill                                         86,136          77,785 
 Intangible assets, net                          215,404         208,053 
 Customer funds                                  275,000         350,000 
 Restricted cash                                  22,834          23,604 
 Deferred tax assets, net                         65,153          56,898 
 Severance pay fund                                  894             856 
 Operating lease right-of-use assets              61,485          62,257 
 Other assets                                     30,952          33,783 
                                               ---------      ---------- 
 Total assets                                 $8,764,946   $   8,956,589 
                                               =========      ========== 
Liabilities and shareholders' equity: 
Current liabilities: 
 Trade payables                               $   50,812   $      44,611 
 Outstanding operating balances                7,747,749       7,894,541 
 Other payables                                  138,878         144,568 
                                               ---------      ---------- 
 Total current liabilities                     7,937,439       8,083,720 
Non-current liabilities: 
 Deferred tax liabilities, net                    25,405          25,051 
 Other long-term liabilities                     148,572         143,391 
                                               ---------      ---------- 
 Total liabilities                             8,111,416       8,252,162 
Commitments and contingencies 
 
Shareholders' equity: 
 Preferred stock, $0.01 par value, 
 380,000,000 shares authorized; no shares 
 were issued and outstanding at June 30, 
 2026 and December 31, 2025.                          --              -- 
 Common stock, $0.01 par value, 
  3,800,000,000 and 3,800,000,000 shares 
  authorized; 419,411,249 and 411,826,086 
  shares issued and 338,723,544 and 
  348,704,315 shares outstanding at June 30, 
  2026 and December 31, 2025, respectively.        4,194           4,118 
 Treasury stock at cost, 80,687,705 and 
  63,121,771 shares as of June 30, 2026 and 
  December 31, 2025, respectively.             (459,220)       (368,867) 
 Additional paid-in capital                      937,577         896,294 
 Accumulated other comprehensive loss           (25,312)         (6,277) 
 Retained earnings                               196,291         179,159 
                                               ---------      ---------- 
 Total shareholders' equity                      653,530         704,427 
                                               ---------      ---------- 
 Total liabilities and shareholders' equity   $8,764,946   $   8,956,589 
                                               =========      ========== 
 
 
                              TABLE - 5 
                         PAYONEER GLOBAL INC. 
           CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 
                      (U.S. dollars in thousands) 
 
 
                                                   Six months ended 
                                                       June 30, 
                                                ---------------------- 
                                                   2026        2025 
                                                ----------  ---------- 
Cash Flows from Operating Activities 
 Net income                                     $   17,132  $   40,057 
 Adjustment to reconcile net income to net 
 cash provided by operating activities: 
 Depreciation and amortization                      40,140      29,943 
 Deferred taxes                                    (2,651)     (7,957) 
 Stock-based compensation expenses                  37,999      38,814 
 Interest on certificate of deposits               (3,559)     (9,386) 
 Interest and amortization of premium/discount 
  on investments                                     2,624     (2,560) 
 Net realized (gains) losses on derivative 
  instruments                                      (2,752)         664 
 Foreign currency re-measurement (gain) loss         1,014     (5,840) 
 Changes in operating assets and liabilities: 
   Other current assets                              6,986       9,388 
   Trade payables                                    1,930       5,943 
   Deferred revenue                                  4,696         211 
   Accounts receivable, net                        (2,811)     (1,958) 
   Capital advance extended to customers         (134,730)   (167,223) 
   Capital advance collected from customers        141,514     191,655 
   Other payables                                  (4,152)    (10,918) 
   Other long-term liabilities                       3,562       3,571 
   Operating lease right-of-use assets               5,404       5,777 
   Other assets                                        664       4,220 
                                                 ---------   --------- 
Net cash provided by operating activities          113,010     124,401 
                                                 ---------   --------- 
 
Cash Flows from Investing Activities 
 Purchase of property, equipment and software     (21,116)     (7,304) 
 Capitalization of internal use software          (34,742)    (29,993) 
 Severance pay fund distributions, net                (38)        (40) 
 Customer funds in transit, net                     53,049    (45,619) 
 Purchases of investments in 
  available-for-sale debt securities             (217,374)   (272,974) 
 Maturities of investments in 
  available-for-sale debt securities               195,000     180,500 
 Settlement of cash flow hedges                      7,077          -- 
 Maturities of investments in term deposits         75,000      75,000 
 Cash paid in connection with acquisition, net 
  of cash acquired                                 (6,479)    (33,081) 
                                                 ---------   --------- 
Net cash provided by (used in) investing 
 activities                                         50,377   (133,511) 
                                                 ---------   --------- 
 
Cash Flows from Financing Activities 
 Proceeds from issuance of common stock in 
  connection with stock-based compensation 
  plan, net of taxes paid related to 
  settlement of equity awards and proceeds 
  from employee equity transactions to be 
  remitted to employees                              3,800     (2,183) 
 Outstanding operating balances, net             (149,447)      47,549 
 Receipts of collateral on interest rate 
  derivatives                                       41,670      68,130 
 Payments of collateral on interest rate 
  derivatives                                     (52,470)    (61,500) 
 Consideration related to previous 
 acquisitions                                      (6,519)          -- 
 Common stock repurchased                         (92,670)    (49,756) 
                                                 ---------   --------- 
Net cash provided by (used in) financing 
 activities                                      (255,636)       2,240 
                                                 ---------   --------- 
 
Effect of exchange rate changes on cash and 
 cash equivalents                                  (1,148)       6,045 
                                                 ---------   --------- 
 
Net change in cash, cash equivalents, 
 restricted cash and customer funds               (93,397)       (825) 
Cash, cash equivalents, restricted cash and 
 customer funds at beginning of period           6,416,707   5,658,210 
                                                 ---------   --------- 
Cash, cash equivalents, restricted cash and 
 customer funds at end of period                $6,323,310  $5,657,385 
                                                 =========   ========= 
Supplemental information of investing and 
financing activities not involving cash 
flows: 
 Property, equipment, and software acquired 
  but not paid                                  $    1,955  $      142 
 Internal use software capitalized but not 
  paid                                          $    8,513  $    5,229 
 Common stock repurchased but not paid          $       --  $      700 
 Right of use assets obtained in exchange for 
  new operating lease liabilities               $    2,330  $   28,614 
 

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